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                                                                    EXHIBIT 3.1

                                  Amended    July 22 and 24, 1986; August 17,
                                             1990; July 16, 1996; and August 20,
                                             2001

                          SUNLINK HEALTH SYSTEMS, INC.

                               CODE OF REGULATIONS

                                    ARTICLE I

                                     Office

         The principal office of the Corporation shall be located in the City of
Dayton, Montgomery County, Ohio.

                                   ARTICLE II

                             Meeting of Shareholders

         Section 1.        Annual Meeting. The annual meeting of the
shareholders of the Corporation for the purpose of electing directors and
transacting such other business as may be specified in the notice thereof shall
be held at the principal office of the Corporation or at such other place either
within or without the State of Ohio as may be specified in said notice, on such
date during the month of October or November each year as shall be determined by
the Board of Directors.

         Section 2.        Special Meetings. Special meetings of the
shareholders may be called by the President, or in case of the President's
absence, death or disability, the Vice President authorized to exercise the
authority of the President, or the Board of Directors by action at a meeting, or
a majority of the directors acting without a meeting, and shall be called by the
Secretary upon written request of shareholders holding of record fifty (50)
percent or more of all shares outstanding and entitled to vote thereat. Any such
request for a special meeting of shareholders shall state the purpose or
purposes of the meeting.

         Special meetings of the shareholders may be held at such time and
place, either within or without the State of Ohio, as may be designated in the
notice thereof.

         Section 3.        Notice of Meetings. Unless waived by him, a written
or printed notice of each annual or special meeting stating the time and place
and the purpose or purposes thereof shall be mailed postage prepaid to each
shareholder of record entitled to notice thereof, not more than sixty (60) days
nor less than seven (7) days before any such meeting. If mailed, it shall be
addressed to the shareholder at his address as it appears upon the records of
the Corporation. Notice of adjournment of a meeting need not be given if the
time and place to which it is adjourned are fixed and announced at such meeting.

         Notice of the time, place and purposes of any meeting of shareholders,
whether required by law, the Articles of Incorporation or this code of
Regulations, may be waived in
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writing either before or after the holding of such meeting by any shareholder,
which writing shall be filed with or entered upon the records of the meeting.
The attendance of any shareholder at any such meeting without protesting prior
to or at the commencement of the meeting, the lack of proper notice shall be
deemed to be a waiver by him of notice of such meeting.

         Section 4.        Quorum. At any meeting, the holders of shares
entitling them to exercise a majority of the voting power of the Corporation,
present in person or represented by proxy, shall constitute a quorum for all
purposes, except when a greater proportion is required by law. At any meeting at
which a quorum is present, all questions and business which shall come before
the meeting shall be determined by the vote of the holders of a majority of the
voting shares held by shareholders present in person or by proxy at the meeting,
except when a different proportion is required by law.

         At any meeting, whether a quorum is present or not, the holders of a
majority of the voting shares held by shareholders present in person or by proxy
may adjourn from time to time and from place to place without notice other than
by announcement at the meeting. At any such adjourned meeting at which a quorum
is present, any business may be transacted which may be transacted at the
meeting as originally notified or held.

         Section 5.        Proxies. The instrument appointing a proxy shall be
in a writing signed by the person making the appointment. The person so
appointed need not be a shareholder. A vote in accordance with the terms of a
proxy shall be valid notwithstanding the previous death or incapacity of the
principal or revocation of the appointment unless notice in writing of such
death, incapacity or revocation shall have been given to the Corporation before
a vote is taken. The presence of a shareholder at a meeting shall not operate to
revoke a proxy unless and until notice of such revocation is given to the
Corporation in writing or in open meeting.

         Section 6.        Financial Report. At the annual meeting of
shareholders, or the meeting held in lieu thereof, there shall be laid before
the shareholders a financial statement consisting of a balance sheet containing
a summary of the assets, liabilities, stated capital, and surplus (showing
separately any capital surplus arising from unrealized appreciation of assets,
other capital surplus, and earned surplus) of the Corporation as of a date not
more than four (4) months before such meeting (except that if such meeting is an
adjourned meeting, said balance sheet may be as of a date not more than four (4)
months before the date of the meeting as originally convened), and a statement
of profit and loss and surplus, including a summary of profits, dividends paid,
and other changes in the surplus accounts of the Corporation for the period for
which the last preceding statement of profit and loss was made as required
hereby and ending with the date of said balance sheet.

         The financial statement shall have appended thereto a certificate
signed by the President or a Vice President or the Treasurer or an Assistant
Treasurer of the Corporation, or by a public accountant or firm of public
accountants to the effect that the financial statement presents fairly the
position of the Corporation and the results of its operations in conformity with
generally accepted accounting principles applied on a basis consistent for


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the period covered thereby, or such other certificate as is in accordance with
sound accounting principles.

                                   ARTICLE III

                                    Directors

         Section 1.        Number of Directors and Term of Office. Unless
changed in accordance with the provisions of Section 2 of this Article III, the
number of directors of the Corporation shall be fixed at six (6) and shall be
divided into two (2) classes of directors, each of which shall have three (3)
directors. One class of three directors shall be elected at the annual meeting
of shareholders at which this Section 1 is adopted for a term of office expiring
at the annual meeting of shareholders to be held in 1992 and until their
successors are elected and qualified. The other class of three directors shall
initially be comprised of the three directors of the Corporation whose terms of
office on the date this Section 1 is adopted by shareholders are scheduled to
expire at the annual meeting of shareholders in 1991 and shall hold office until
such annual meeting of shareholders in 1991 and until their successors are
elected and qualified. At the annual meeting of shareholders to be held in 1991
and each subsequent annual meeting, directors to succeed those whose terms of
office shall expire at such annual meeting shall be elected for a two-year term
of office and until their successors are elected and qualified.

         Section 2.        Change in Number of Directors. The number of
authorized directors and the number of directors in each class may be changed
either by the affirmative vote of the holders of record of two-thirds of the
voting power of the Corporation at a meeting of shareholders called for that
purpose and for the purpose of electing directors, or by the affirmative vote of
a majority of the directors in office; provided, however, that in no event shall
any class contain fewer than three (3) directors nor more than four (4)
directors. No reduction in the number of directors, either by the shareholders
or the directors, shall of itself have the effect of shortening the term of any
incumbent director.

         Section 3.        Qualification of Directors. Directors of the
Corporation need not be shareholders of the Corporation.

         Section 4.        Vacancies. The remaining directors, though less than
a majority of the whole authorized number of directors, may, by the vote of a
majority of their number, fill any vacancy in the Board of Directors however
arising, including a vacancy arising from an increase in the number of
authorized directors, for the unexpired term thereof. Any person elected a fill
a vacancy in the Board of Directors shall hold office until the expiration of
the term of office for the class to which he is elected and until his successor
is elected and qualified.

         Section 5.        Nominations. Only persons who are nominated
in accordance with the following procedures shall be eligible for election as
directors. Nominations of persons for election as directors of the Corporation
may be made at a meeting of shareholders (i) by or at the direction of the Board
of Directors or by any committee or person appointed by the


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Board of Directors or (ii) by any shareholder of the Corporation entitled to
vote for the election of directors at the meeting who complies with the notice
procedures set forth in this Section 5. Any nomination other than those governed
by clause (i) of the preceding sentence shall be made pursuant to timely notice
in writing to the Secretary of the Corporation. To be timely, a shareholder's
notice shall be delivered to or mailed and received at the principal executive
offices of the Corporation not less than 50 days nor more than 75 days prior to
the meeting; provided, however, that in the event that less than 60 days' notice
or prior public disclosure of the date of meeting is given or made to
shareholders, notice by the shareholder to be timely must be so received not
later than the close of business on the 10th day following the day on which such
notice of the date of the meeting was mailed or such public disclosure was made.
Such shareholder's notice to the Secretary shall set forth (a) as to each person
whom the shareholder proposes to nominate for election as a director (i) the
name, age, business address and residence address of such person, (ii) the
principal occupation or employment of such person, (iii) the class and number of
any shares of the Corporation which are beneficially owned by such person and
(iv) any other information relating to such person that is required to be
disclosed in solicitations for proxies for election of directors pursuant to any
then existing rule or regulation promulgated under the Securities Exchange Act
of 1934, as amended; and (b) as to the shareholder giving the notice (i) the
name and record address of such shareholder and (ii) the class and number of
shares of the Corporation which are beneficially owned by such shareholder. The
Corporation may require any proposed nominee to furnish such other information
as may reasonably be required by the Corporation to determine the eligibility of
such proposed nominee to serve as a director. No person shall be eligible for
election as a director unless nominated as set forth herein.

         Section 6.        Removal of Directors. No director may be removed
prior to the expiration of such director's term of office, except by the
affirmative vote of the holders of two-thirds of the voting power of the
Corporation entitled to vote in the election of directors.

         Section 7.         Limitation of Liability and Indemnification of
Directors Officers Employees and Agents.

         A.       No person shall be liable to the Corporation for any loss or
damage suffered by it on account of any action taken or omitted to be taken by
him as a director or officer of the Corporation in good faith, if such person
(i) exercised or used the same degree of care and skill as a prudent man would
have exercised or used under the circumstances in the conduct of his own
affairs, or (ii) took, or omitted to take, such action in reliance upon advice
of counsel for the Corporation or upon statements made or information furnished
by officers or employees of the Corporation which he had reasonable grounds to
believe or upon a financial statement of the Corporation prepared by an officer
or employee of the Corporation in charge of its accounts or certified by a
public accountant or firm of public accountants, or (iii) considered the assets
to be of their book value or followed what he believed to be sound accounting
and business practice.

         B.       (1) In case any person was or is a party, or is threatened to
be made a party, to any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, or investigative, other
than an action by or in the right of the Corporation, by


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reason of the fact that he is or was a director, officer, employee, or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, trustee, officer, employee, or agent of another corporation, domestic
or foreign, nonprofit or for profit, partnership, joint venture, trust, or other
enterprise, the Corporation shall indemnify such person, against expenses,
including attorneys' fees, judgments, decrees, fines, penalties, and amounts
paid in settlement actually and reasonably incurred by him in connection with
such action, suit, or proceeding, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and with respect to any matter the subject of a criminal action,
suit, or proceeding, he had no reasonable cause to believe that his conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, or conviction, or upon a plea of nolo contendere or its equivalent,
shall not, itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the Corporation, and with respect to any matter the
subject of a criminal action, suit or proceeding, that he had reasonable cause
to believe that his conduct was unlawful.

         (2)      In case any person was or is a party, or is threatened to be
made a party, to any threatened, pending, or completed action or suit by or in
the right of the Corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee, or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, trustee, officer, employee, or agent of another corporation, domestic
or foreign, nonprofit or for profit, partnership, joint venture, trust, or other
enterprise, the Corporation shall indemnify such person, against expenses,
including attorneys' fees, actually and reasonably incurred by him in connection
with the defense or settlement of such action or suit if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation, except that no indemnification shall be made in
respect of any claim, issue, or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the performance of his
duty to the Corporation, unless and only to the extent that the Court of Common
Pleas, or the Court in which such action or suit was brought, shall determine
upon application that, despite the adjudication of liability, but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as the Court of Common Pleas or such other Court
shall deem proper.

         (3)      To the extent that a director, trustee, officer, employee, or
agent has been successful on the merits or otherwise in defense of any action,
suit, or proceeding referred to in paragraphs (1) and (2) of this Subsection 7B
or in defense of any claim, issue or matter therein, the Corporation shall
indemnify him against expenses, including attorneys' fees, actually and
reasonably incurred by him in connection therewith.

         (4)      Any indemnification under paragraphs (1) and (2) of this
Subsection 7B, unless ordered by a court, shall be made by the Corporation only
as authorized in the specific case upon a determination that indemnification of
the director, trustee, officer, employee, or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth in
paragraphs (1) and (2) of this Subsection 7B. Such determination shall be made
(a) by a majority vote of a quorum consisting of directors of the


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Corporation who were not and are not parties to or threatened with any such
action, suit, or proceeding, or (b) if such a quorum is not obtainable or if a
majority vote of a quorum of disinterested directors so directs, in a written
opinion by independent legal counsel other than an attorney, or a firm having
associated with it an attorney, who has been retained by or who has performed
services for the Corporation or any person to be indemnified within the past
five years, or (c) by the shareholders, or (d) by the Court of Common Pleas or
the Court in which such action, suit, or proceeding was brought. Any
determination made by the disinterested directors under subparagraph (a) of this
paragraph (4) or by independent legal counsel under subparagraph (b) of this
paragraph (4) shall be promptly communicated to the person who threatened or
brought the action or suit by or in the right of the Corporation referred to in
paragraph (2) of this Subsection 7B, and if, within ten days after the receipt
of such notification, such person shall petition the Court of Common Pleas or
the Court in which such action or suit was brought to review the reasonableness
of such determination, no action in implementing such determination shall be
taken until after the final judgment of such Court has been rendered and such
determination has been modified to the extent necessary to accord with such
judgment; however, if, after such ten-day period, such person shall not have
petitioned the Court of Common Pleas or the Court in which such action or suit
was brought to review the reasonableness of such determination, the Corporation
shall proceed to implement such determination.

         (5)      Expenses, including attorneys' fees, incurred in defending any
action, suit or proceeding referred to in paragraphs (1) and (2) of this
Subsection 7B, may be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding as authorized by the directors in
the specific case upon the receipt of an undertaking by or on behalf of the
director, trustee, officer, employee, or agent to repay such amount, unless it
shall ultimately be determined that he is entitled to be indemnified by the
Corporation as authorized in this Subsection 7B.

         (6)      The indemnification provided by this Subsection 7B shall not
be deemed exclusive of any other rights to which those seeking indemnification
may be entitled under the Articles or the Regulations of the Corporation, or any
agreement, vote of shareholders or disinterested directors, or otherwise, both
as to action in his official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to be a
director, trustee, officer, employee, or agent and shall inure to the benefit of
the heirs, executors, and administrators of such a person. Notwithstanding any
repeal of this Subsection 7B or other amendment thereof, the indemnification
provided for in this Subsection 7B shall be binding upon the Corporation in
accordance with the provisions thereof as to all actions, suits, or proceedings
instituted or threatened which arise out of matters occurring during, or
referable to, the period prior to any such repeal or amendment.

         (7)      The Corporation may purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee, or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, trustee, officer, employee, or agent of another corporation, domestic
or foreign, nonprofit or for profit, partnership, joint venture, trust or other
enterprise, against any liability asserted against him and incurred by him in
any


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such capacity or arising out of his status as such, whether or not the
Corporation would have indemnified him against such liability under this
Subsection 7B.

                                   ARTICLE IV

                  Powers and Meetings of the Board of Directors

         Section 1.        Powers of the Board. Except as otherwise provided in
the General Corporation Law of Ohio, or in the Articles of Incorporation, in
respect of action required to be taken, authorized or approved by the
shareholders, all the capacity of the Corporation shall be vested in and all its
authority shall be exercised by the Board of Directors.

         Section 2.        Meetings of the Board. A regular meeting of the Board
of Directors shall be held immediately following the adjournment of each
shareholders' meeting at which directors are elected, and notice of such meeting
need not be given.

         The Board of Directors may, by by-law or resolution, provide for other
meetings of the Board.

         Special meetings of the Board of Directors may be held at any time upon
call of the President, a Vice President, or any two members of the Board.

         Meetings of the Board of Directors may be held at any place either
within or without the State of Ohio. Written notice of the time and place of
each special meeting of the Board of Directors shall be given by mailing the
same to each director at his last known address at least three (3) days prior to
the date of said meeting, or such notice may be personally delivered or
telegraphed in substance to each director not less than twenty-four (24) hours
before the meeting, which notice need not specify the purposes of the meeting.
Such notice may be waived in writing, either before or after the holding of such
meeting, by any director, which writing shall be filed with or entered upon the
records of the meeting. The attendance of any director at any such meeting
without protesting, prior to or at the commencement of the meeting, the lack of
proper notice shall be deemed to be a waiver by him of notice of such meeting.
Notice of adjournment of a meeting need not be given if the time and place to
which it is adjourned are fixed and announced at such meeting.

         Section 3.        Quorum. A majority of the Board of Directors shall
constitute a quorum for the transaction of business, provided that whenever less
than a quorum is present at any time or place appointed for a meeting of the
Board, a majority of those present may adjourn the meeting from time to time
without notice, other than by announcement at the meeting, until a quorum shall
be present. The act of a majority of directors present at a meeting at which a
quorum is present shall be the act of the Board of Directors.

         Section 4.        By-Laws of the Board. The Board of Directors may
adopt by-laws for the government of its actions consistent with the Articles of
Incorporation and these Regulations.


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                                    ARTICLE V

                                   Committees

         Section 1.        Committees. The Board of Directors by resolution
adopted by a majority of the whole Board, may appoint three or more directors to
constitute one or more committees of directors. The resolution establishing each
such committee shall specify a designation by which it shall be known and shall
fix its powers and authority. The Board of Directors may delegate to any such
committee any of the authority of the Board of Directors, however conferred,
other than that of filling vacancies among the directors or in any committee of
the directors.

         The Board of Directors may likewise appoint one or more directors as
alternate members of any such committee, who may take the place of any absent
member or members at any meeting of such committee.

         Each such committee shall serve at the pleasure of the Board of
Directors, shall act only in the intervals between meetings of the Board of
Directors, and shall be subject to the control and direction of the Board of
Directors. All actions by any such committee shall be subject to revision and
alteration by the Board of Directors provided that no rights of third persons
shall be adversely affected by any such revision or alteration.

         An act or authorization of an act by any such committee within the
authority delegated to it by the resolution establishing it shall be as
effective for all purposes as the act or authorization of the Board of
Directors.

         Any such committee may act by a majority of its members at a meeting or
by a writing or writings signed by all of its members.

         The Board of Directors may likewise appoint other members of any
committee who are not members of the Board of Directors who shall act in an
advisory capacity but who shall have no vote upon any matter of business before
the committee.

                                   ARTICLE VI

                                    Officers

         Section 1.        Officers. The officers of this Corporation shall be a
President, one or more vice Presidents, a Secretary, a Treasurer, and such other
officers, subordinate officers and assistants as the Board of Directors may from
time to time determine.

         Any two or more offices may be held by one person, except the offices
of President and Vice President.

         Section 2.        Election of Officers. All officers of the Corporation
shall be elected by the Board of Directors, and shall hold office until the
organization meeting of the Board


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of Directors following the date of the election of such directors or until their
successors are elected and qualified. The Board of Directors may remove any
officer at any time, with or without cause, by a majority vote. The Board of
Directors may fill any vacancy in any office occurring from whatever cause.

                                   ARTICLE VII

                               Duties of Officers

         Section 1.        President. The President shall have general
supervision, administration and direction of all the Corporation's affairs,
subject to the direction of the Board of Directors. He shall preside at all
meetings of shareholders and directors and sign all certificates for shares,
contracts, notes, deeds, mortgages, bonds, other obligations, or other papers
requiring his signature, and he shall perform such other and further duties as
may from time to time be required of him by the Board of Directors.

         Section 2.        Vice Presidents. The Vice Presidents, in the order
designated by the Board of Directors, shall perform all duties of the President,
in case of his absence or disability, together with such other duties as the
Board of Directors may from time to time prescribe. The authority of the Vice
Presidents to execute certificates for shares, contracts, deeds, notes,
mortgages, bonds, other obligations and other papers in the name of the
Corporation shall be coordinate with like authority of the President.

         Section 3.        Secretary. The Secretary shall keep minutes of all
the proceedings of the shareholders and Board of Directors, and shall make
proper record of the same, which shall be attested by him; sign all certificates
for shares, contracts, deeds, notes, mortgages, bonds, other obligations, and
other papers executed by the Corporation requiring his signature; give notice of
meetings of shareholders and directors; keep such books as may be required by
the Board of Directors and perform such other and further duties as may from
time to time be required of him by the Board of Directors.

         Section 4.        Treasurer. The Treasurer shall have general
supervision of all finances. He shall receive and have in charge all money,
bills, notes, deeds, leases, mortgages, insurance policies and similar property
belonging to the Corporation, and shall do with the same as may from time to
time be required by the Board of Directors. He shall cause to be kept adequate
and correct accounts of the business transactions of the Corporation, including
accounts of its assets, liabilities, receipts, disbursements, gains, losses,
stated capital, and shares, together with such other accounts as may be
required, and, on the expiration of his term of office shall turn over to his
successor or to the Board of Directors all property, books, papers and money of
the Corporation in his hands. He shall also perform such other duties as may be
assigned to him by the Board of Directors.

         Section 5. Assistant Officers. Assistant officers shall act as
assistants to and under the direction of their superior officers, and shall be
vested with all the powers and be required to perform any of the duties of their
superior officers in their absence, and they


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shall perform such other and further duties as may from time to time be required
of them by the Board of Directors.

                                  ARTICLE VIII

                        Certificates for Shares of Stock

         Section 1.        The interest of each shareholder of the Corporation
shall be evidenced by a certificate or certificates for shares in such form as
the Board of Directors may from time to time prescribe. The shares of the
Corporation shall be transferable on the books of the Corporation by the holder
thereof in person or by his attorney, upon surrender for cancellation of a
certificate or certificates for the same number of shares, with an assignment
and power of transfer endorsed thereon or attached thereto, duly executed, and
with such proof of the authenticity of the signature as the Corporation or its
agent may reasonably require.

         Section 2.        The certificates for shares shall be signed by the
President or a Vice President and by the Secretary or the Treasurer or an
Assistant Secretary or an Assistant Treasurer (except that where any such
certificate is countersigned by an incorporated transfer agent or registrar, the
signatures of any such President, Vice President, Secretary, Treasurer,
Assistant Secretary or Assistant Treasurer, may be facsimile, engraved, stamped
or printed), and shall be countersigned and registered in such manner, if any,
as the Board of Directors may by resolution prescribe. In case any officer or
officers who shall have signed, or whose facsimile signature or signatures shall
have been used on any such certificate or certificates shall cease to be such
officer or officers of the Corporation, whether because of death, resignation or
otherwise, before such certificate or certificates shall have been delivered by
the Corporation, such certificate or certificates shall nevertheless be
effective in all respects when delivered, as though the person or persons who
signed such certificate or certificates, or whose facsimile signature or
signatures shall have been used thereon had not ceased to be such officer or
officers of the Corporation.

         Section 3.        No certificate for shares shall be delivered in place
of any certificate alleged to have been lost, stolen or destroyed, except upon
production of such evidence of such loss, theft or destruction and upon delivery
to the Corporation of a bond of indemnity in such amount, upon such terms and
secured by such surety, as the Board of Directors in its discretion may require.

                                   ARTICLE IX

                                      Seal

         The seal of the Corporation shall be circular with the name of the
Corporation and the word "OHIO" surrounding the word "SEAL."


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                                    ARTICLE X

                                   Amendments

         This Code of Regulations may be amended or repealed at any meeting of
shareholders called for that purpose by the affirmative vote of the holders of
record of shares entitling them to exercise at least two-thirds of the voting
power on such proposal, or, without a meeting, by the written consent of holders
of record of shares entitling them to exercise at least two-thirds of the voting
power on such proposal.

                                   ARTICLE XI

                     Ohio Control Share Acquisition Statute

         The provisions of Section 1701.831 of the Ohio Revised Code requiring
shareholder approval of control share acquisitions, as defined in Section
1701.01 (Z)(1) of such Code, shall not be applicable to the Corporation.


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